Blessing In Disguise
by Shade Penn
Summary: Written in collaboration with LizardBerry. Remake. Major AU. What if the spider that had bit Peter was female? See how this one change affects the world around him as he learns to cope with being a girl. Warning: Mature themes.
1. Awakening

**Author Notes: This is a remake of Blessing In Disguise that takes place before the series and is a Major AU due to me and my co-author LizardBerry trying to make it more realistic, including changes that will affect the series in the long run.**

**Pairings: Eventual Zoe(Peter's new name)/Eddie, Brief Harry/Zoe, Onesided Norman/Zoe**

* * *

_My time in the shade is beginning to fade  
As the light grows intense,  
I'm getting the sense  
took time to see what's happened to me_

**Chapter 1: Awakening**

Peter opened the door to his home and walked in, quietly taking off his shoes, and quite happy to be home. He had been so excited to go to OsCorp Laboratories but now...

_Peter looked around the lab; some of the other students and Mr. Warren were up ahead as they were allowed to look around the spider exhibit as he, Harry, and Gwen lagged behind, looking at one of the spider specimens._

"_Isn't this exciting?" she asked them._

"_Sure, if you like things that crawled out from under a rock." Flash Thompson retorted as he and his girlfriend Liz Allan walked by. "Or if you _are_one."He laughed as he bumped his elbow into Peter's head._

_Peter rubbed the back of his head and adjusted his glasses as he scowled at thin air, wanting to retort back, but Mr. Warren interrupted him before he could say anything._

"_Gather around students." He said and the group of teenagers reluctantly moved to form a circle to see Mrs. Connors at the front of the group, standing beside a glass case containing fifteen spider containers. _

"_There are more than 32,000 known species of spiders in the world. Arachnids from the three sub-orders Mesothelea, Orthognatha, and Labidognatha vary in strengths which help them in their constant hunt for food."She started with a passion in her voice that showed she genuinely enjoyed her work. "For example, the genus Salticus can leap up to forty times its body length thanks to a proportionate muscular strength vastly greater than that of a human being. _

"_The crab spider, genus Misumen, spins no web to catch its prey, but hunts instead using a set of reflexes with nerve conduction velocities so fast that some researchers believe it almost borders on precognition, an early sense of danger, a…spider-sense if you will. _

"_And here we have ESU's collection of spiders, all genetically altered to combine the most impressive traits from these multiple species and the prototype of the super-soldier serum that created Captain America into these 15…super spiders." Mrs. Connors said with a wry smile twisting at her lips at the pun._

"_Um, there are only 14." Gwen pointed out. "One's missing."_

"_Huh, my husband must have removed it for further study." Mrs. Connors added, though there was a touch of uncertainty in her voice that the students noticed and cause them to look around at the ground._

_Peter saw Harry also glance down at the ground and the ceiling and shook his head. "Come on Har,' the spider might really be out for study. What are the chances of it having _actually _escaped, and even more, what are the odds of it biting someone?"_

"_Shh!" Harry hissed quietly as he looked around nervously again. "You'll jinx it."_

_Peter merely smiled passively as he remained silent and was about to move on with the rest of the class when he felt something move along his sleeve and onto his hand. His expression scrunched up as he looked down at his hand and saw the spider with the same blue and red markings the other 14 super spiders had. "Ah!" he yelled as the spider sank its fang into his skin and he tossed the spider off as he rubbed his hand._

"_Hey, Pete, you okay?" Harry questioned as he looked back at his friend._

_The brunet looked up absently and nodded slightly. "Uh, yeah, I'm fine." He insisted, but…_

…but now all he was thinking about was trying not to think about the bite mark on his hand!

Peter wasn't sure if anything would happen, but he was honestly hoping nothing did. The last thing he wanted to do was get into trouble. '_I really ought to tell someone but_...' It was just one little bite, wasn't even hurting that much, not like anything could come from that…right?

Shaking off those thoughts Peter took his satchel and put it on the stair rail and walked toward the kitchen, unsurprised to find both his Aunt and Uncle in the room as well. It looked as though Aunt May was finishing up putting dinner on the table. '_Thank God.' _Peter thought. '_I'm starving.'_

"Hey kiddo how was that trip?" Uncle Ben asked upon seeing his nephew enter the room.

Peter subtly put the hand with the spider bite on it into his pocket as he shrugged, but there was an excited lit to his voice. "It was great, we got to see the machines that the lab used, some of it being top of the line, and then we learned that the spiders in the research lab were also enhanced with the super-soldier serum."

"Well sit down and tell us all about it." Aunt May insisted taking a seat for Peter followed suit.

Peter smiled and eagerly sat down feeling his mouth water having no idea how hungry he this hungry. Peter put the pasta onto his plate and started eating, slowly at first lost in savoring the flavor of the sauce... Until he noticed his aunt and uncle staring at him and he flushed. "Uh…"

"Peter, _chew _your food, dear." Aunt May chastised.

Uncle Ben chuckled though. "You must have really been hungry, sport."

Peter let out a chuckle of his own. "I didn't really have much time to eat my lunch." He said vaguely as he reached for his glass of water.

Uncle Ben noticed the red raised marks on Peter's hand and his concern rose. "Peter, what is that mark on your hand?"

Peter briefly froze as he tried not to pull his hand back in nervousness. "It's just a mark, that's all." He said somewhat rudely.

"Peter!" Aunt May admonished and Peter slumped back in his seat as his expression turned contrite.

"Sorry, I…I'm just really hungry." He mumbled.

"Well eat up then, dear. There's plenty left." Aunt May said and Peter nodded gratefully as he put more food on his plate.

Peter had no idea why he was so hungry, but he really did think it only had to do with him not having been able to eat his lunch since Flash had once again stolen it. He couldn't wait for the summer to begin, but the holidays were still two weeks away, so he had to put up with being shoved in his locker or having his head down a toilet.

Peter set down his fork as he took another gulp of water, feeling full and content as he settled his hands on his stomach. It wasn't long before Peter began to yawn he was feeling sleepy, oddly enough. Or it wasn't so odd considering what a wonderful meal Aunt May made but the point was he was beginning to feel tired.

"Great Spaghetti, Aunt May." Peter said kissing her tenderly upon her graying hair. "May I be excused?"

"Of course dear with manners like that, I'm so glad that your enjoyed your time at the Laboratories." Aunt May replied.

"Yeah, I had a great time!" Peter answered with a smile. "Catch you later Uncle Ben!" he yelled as he bounded up the stairs.

"See you later, tiger." Uncle Ben chuckled. "He really is a good kid."

"I've always know that Ben." If her hand clutched his, it was really only a habit by now.

With a sigh Peter took a seat at his computer as he tried and was failing to ignore the feeling of sleep creeping up on him. It had been a long day but he shouldn't feel this tired, well, not so suddenly anyway. It was that once he had gotten his fill his body was deciding to go into hibernation. Peter blinked as his computer booted up at the strange analogy that made it sound like he was a bear that was going to sleep for the winter.

But that was ridiculous. He was probably just feeling tired _because _he got a full meal and he'd feel fine soon.

* * *

_7:30 pm_

Some time later, Aunt May came upstairs and knocked on Peter's bedroom door. Hearing no answers he opened it and looked in. "Peter-" she cut herself off as she saw her nephew with his head laying on the desk in front of his computer, glasses hanging on the bridge of his nose.

Aunt May smiled as she couldn't bring herself to wake him and instead walked over and grabbed the sheet off Peter's bed and put it on his shoulders and gently removed his glasses and folded them before setting them beside him. She frowned slight though when she felt some heat that seemed to be coming from Peter. '_I hope he's not coming down with something again. Peter never was a healthy boy; he always seemed to catch the latest bug of the week_.' Promising herself she would check on him in the morning she made way out of the room and quietly closing the door behind her.

Maybe the day's excitement had simple caught up with Peter...

* * *

_7:30 am_

"Hey sport, time to wake up or you're gonna be late for school." Uncle Ben said shaking Peter by the shoulder, but furrowed his brow as he felt the same heat Aunt May had noticed coming from his nephew.

Peter yawned and stretched out his muscles, the blanket falling off his shoulder and he cringed when he felt his neck was rather stiff and so were his arms. "Thanks Uncle Ben." He said groggily.

"Peter, are you feeling alright?" Uncle Ben asked in concern.

Peter nodded somewhat absently as he tried to rub the sleep out of his eyes. "Yeah, I'm fine, really."

Uncle Ben looked unconvinced, but nodded as well. "Well, if you're sure kiddo."

"I am." Peter said reassuringly and the man walked out of the room. Yawning, Peter moved his muscles around despite the pain and saw the glasses on the desk and the blanket on the floor.

'_Aunt May or Uncle Ben must have tucked me in._' He didn't know which one of his guardians put the blanket on him, but he appreciated the thought and picked it up off the floor and put it back on his bed. He rubbed his eyes before putting his glasses on and grabbing a clean change of clothes as he made his way into the bathroom.

When he came back out ten minutes later, he was wearing another white shirt and brown pants. As he reached for his satchel the room seemed to dance in front of his eyes, only to stop as he felt a slight migraine start to come on. '_Maybe I should stay home.' _he thought to himself...but that idea was immediately dismissed as he thought of talking with Gwen over yesterday's field trip.

Thinking nothing of it though as the pain stopped a moment later Peter walked out of his room and headed down stairs. He ate his breakfast with small talk in between bites before he got out of his seat and headed toward the door as he put the satchel over his shoulder. He looked back over at his guardians as he opened the front door. "See ya!" he said giving them a small wave and walked out the door, catching a "Love you." from Aunt May and a "Be safe." from Uncle Ben just before closing it behind him.

Peter walked down the street only to have his vision once again start to blur he once again took his glasses off to make sure that they weren't smudged in a way that could be the cause. He didn't find any and put them back on as the bus pulled up to the bus stop. Bracing himself he stepped on only to be bombarded with spit wads and the jeering of "Geek" "Puny Parker" and "What a loser," so keeping his head low, and knowing that the bus driver would do nothing as always he scanned the seats quickly. Gratefully finding an empty seat next to a familiar blonde childhood friend and taking the seat next to her.

"So, the school trip was fun, right?" Gwen asked once he was seated.

Peter eagerly smiled and was about to reply when he felt his vision start to blur once more and the migraine started up again. He was vaguely aware of his only female friend asking something and he frowned once the blurriness and pain passed. "What'd you say?"

"I asked if you were alright, like maybe you should go back home if you're sick." Gwen answered.

"I'm not sick." Peter said assuredly before he paused minutely. "Well, okay, I don't _think _I'm sick." He revised.

"Well, what did you think of the trip yesterday?" Gwen repeated.

"It was very informative." Peter replied obliviously.

Gwen seemed to deflate at his lack lustre response, obviously hoping for a more engaging conversation. "Yeah, it was informative." She agreed sullenly.

Peter raised a brow, but didn't comment as the bus continued on its way to the curb of Midtown high and once the bus lurched to a stop, the two Midtown students stood and made their way off the bus, meeting their third friend on the way into the school.

"Hi Harry, what did you think of the trip?" Gwen asked regaining some of her excitement.

It was something Harry personally did not share with either of his friends as he just shrugged. "It was kinda boring for me, but at least you and Eddie have something to talk about later, right Gwen?" he asked sending the blonde a slight smile.

Gwen flushed red momentarily before regaining her composure. "I'm sure we will." She said coolly. "But with me going to science camp, I don't know how where gonna make it work."

"You two are solid; nothing can ever separate you two." Peter assured the girl and she smiled slightly at him.

* * *

_10:05_

By first period, Peter had seriously wished he had stayed home, he was exhausted, and Gwen's nagging wasn't helping. He loved her like a sister but sometimes she didn't know when to quit! He found his symptoms strange as well but put it off as just a new summer bug he had caught. He had a full breakfast and a great night sleep despite being in his chair so he shouldn't have been feeling as if he was going to drop dead any minute! It just didn't make sense.

His thoughts veered back to the spider bite before shoving it aside and trying to assure himself that he was must just tired from sleeping at his desk instead of on his bed.

It was only after gym did he think that something might actually be wrong. He'd gotten winded after only one lap and he had been breathing heavily. He was never one for sports and he'd been vocal on it, but he could at least do two laps before he walked the rest of the way.

And not only had his breathing been funny, but his chest had hurt and constricted, making it even more difficult to breath. It had taken 10 minutes to get his breathing back to normal and he was really starting to wonder if the spider bite _might_ have done something to him.

When lunch time rolled around, Peter just wanted to get home and curl up into bed. He noticed his friends staring at him and he tried to look as normal as possible. "Yes?"

"Pete…are you okay?" Gwen asked worriedly.

Peter felt his resolve slip. "I…I think I might be sick, or at least have some summer bug." He said shrugging. "I'm sure it's nothing really." He really, _really_ wanted that to be true.

"Seriously Pete, I saw how you were in gym, and that was definitely more than just 'nothing'." Harry said snorting.

Peter didn't know whether to be touched by the concern his friends held for him, or be more worried about if there _is _something wrong with him. What if the bite poisoned him or something? Could it be stopped? This train of thinking dominated his worried thoughts as the rest of the day seemed to pass by in a blur. It came as a relief when finally was able to head for home, too tired to even rise to the bait of one Flash Thompson.

"Uh, later." He murmured to Gwen and Harry as he got off the bus and walked down the street to his home and opened the door. He wiped his brow and frowned at seeing the sweat and put his satchel down before walking into the kitchen. "Hey." He said quietly.

"Hello Peter, how was school?" Aunt May asked leaning in to give Peter a kiss on the forehead which Peter quickly stopped.

"My day was the same as always Aunt May, but don't get too close, I think I may be coming down with something..." he said trailing off as he felt his appetite leave him as he stared down at the food on the table.

"Oh Peter, have you been feeling like this all day?" Aunt May questioned feeling Peter's forehead with the back of her hand.

Peter briefly thought of lying and saying he hadn't, but what was the point? "Yes, but I really did feel fine this morning." Really, he had, the migraine notwithstanding.

"Well off to bed with you Peter, I'll come to check on how you are later." Aunt May said kindly and Peter nodded absently as he dragged himself out of his seat, his stomach starting to churn at the thought of eating anything and for a moment he felt like he was going to be sick.

The brunet forced the feeling down as he trekked up the stairs and sluggishly walked into his room, going under the covers and curling up as he felt his forehead sweat and felt his body start to heat up, his fears and worries leaving him as he fell asleep.

Later, Aunt May peered into Peter's room to find him asleep under his sheets. She walked over to him. "Peter, how are you feeling?" she asked and a frown started to crease at her brow and she put her hand to his forehead and felt him burning up. "Peter?" she repeated before shaking his shoulder lightly, the only response was the brunet's rolling limply on the pillow. She hurried over to the door and her voice rose in urgency. "Ben, Ben! Something's wrong with Peter, call the ambulance!"

"What?" Came the voice from downstairs.

"Do it!"

* * *

Aunt May and Uncle Ben watched as their nephew was carted onto the ambulance and they clutched each other's hands as they watched the ambulance drive away, opting to drive in their car so they wouldn't get in the paramedics way. How could they not have seen anything from yesterday? Peter's appetite and going to sleep had seemed innocuous at the time, but was he feeling sick then?

When they arrived at the hospital themselves, a nurse came out of the doors that Peter was most likely wheeled into with a clipboard in her arms and looked at them grimly. "We're Peter Parker's guardians, how is he?"

"We have your son on a morphine drip to help dull the pain, but we can't do anything, do you happen to know what might have caused this?" The nurse questioned.

"No, he was fine yesterday morning; in fact he went on a field trip." Aunt May replied. "Though he did get hungrier and went to sleep in the afternoon…"

Uncle Ben's mind went back to the bite mark he'd seen on Peter's hand. "There was something, a bite mark on his hand. It was small, and had two raised red bumps."

"It sounds like a bug bite." The nurse said nodding. "Do you know where he must have gotten it?"

"Well he didn't have the bite in the morning, so he must have gotten it when he was on his class trip to the ESU labs." Uncle Ben replied.

The nurse's expression tightened after a moment and nodded again, this time more forcefully. "I see, thank you for your co-operation." She said leaving and going into an office to use the phone and waited for the phone to be picked up. "Yes, I'd like this call to be put through to Dr. Connors lab."

"Hello? This is him, may I help you?" The male voice questioned from the other line.

"Dr. Connors, we have a boy here that was likely bitten by a bug in your lab from a field trip he took to your lab yesterday." The nurse replied.

There was a pause on the other line. "W-what? We don't have any bugs…except for…"

The nurse started to feel vexed as there was a worried couple in the lobby and their son was in the Intensive Care Unit. "Dr. Connors, are there any bugs in your lab that could have gotten him sick?"

"The only bugs in my lab are spiders that were…" Connors trailed off and the nurse frowned.

"If it's just a spider bite, then we can treat it-"

"No, the spiders are genetically engineered."

"Genetically. Engineered. Spiders?" The nurse deadpanned before remembering that there was a boy who was sick in ICU. "Well then what do you recommend?"

"We don't know the affects it might have on a human, and he should be put in quarantine. I'll be there to overlook the proceedings soon."

The nurse sighed. "Yes sir." She said before hanging up the phone and walked over to the couple. "Would you like to have a seat in the waiting room while I go inform the doctors?" she asked kindly.

Neither of the couple looked too inclined to take this suggestion, and the nurse wasn't at all surprised when they declined. "No, we want to know what's happening with Peter." The elderly woman said.

The nurse held out the clipboard and the man took it. "Well you'll need to sign this out while I go inform the doctors." She said before departing and going back through the doors to the ICU.

Aunt May and Uncle Ben both took a seat in the chairs offered in the lobby and started filling out the information sheet about their nephew, who was practically their son. They couldn't believe that something like this could happen.

"I don't understand, why didn't Peter tell us that he had gotten bitten at that place?" Aunt May questioned aloud.

"Maybe he was embarrassed, or he didn't want us to worry." Uncle Ben replied reasonably.

"I…supposed so, but I still don't like this." Aunt May replied. "Not knowing what's happening to Peter; if he's alright or…"

Uncle Ben grabbed Aunt May's hand. "Don't worry; he'll get through this."

"Oh, I hope your right." The elderly woman replied worriedly as she looked in the direction of the ICU ward.

When the Connors arrived, both Parkers' saw them immediately and the air tensed. It didn't take them both more than a moment to realize who these two were as Dr. Bromwell came out to greet them.

"The boy is currently in quarantine like you instructed…" he said before Aunt May got out of her seat and stormed over.

"Quarantine, what happened to my nephew?" she demanded.

"Mrs. Parker, it appears your nephew has been bitten by one of the Connors spiders they altered." Dr. Bromwell replied.

Aunt May was speechless for a moment before rounding on the Connors. "You mean it's _your _fault that our nephew is like this?" she yelled and Uncle Ben held her back by the shoulders. "We should sue you!"

"Now, now, there's no need to be hasty." A calm masculine voice said from the hospital entrance.

Curt looked over at the door to see a red-haired man. "Mr. Osborn, what are you doing here?"

"Do you think I don't know what goes on in my lab?" Osborn questioned as he walked past the group and through the doors and the group was forced to follow him. "Tell me Dr. Browmwell, what is the boy's condition?"

"I'm sorry Mr. Osborn," Dr. Bromwell said stopping the man, "but unless you are a relative I can't give you that information." He said before looking over at the elderly couple. "Mr. and Mrs. Parker, if you'll please follow me?" he asked and the couple followed him further down the hall until they were out of earshot.

"How is Peter, Doctor?" Aunt May asked worriedly.

"Your nephew is in stable condition; we are unsure of when he will wake, but we have him on morphine to help ease any pain he is feeling to make this as pass as quickly as possible." The doctor replied.

"And there's nothing that can be done to help?" Uncle Ben questioned.

The doctor shook his head. "This is something we haven't seen before. But aside from your being rendered comatose for the time being, his vitals all clear out."

"I see, that's…good news." Aunt May said thickly as she pulled Uncle Ben further down the hall. "What do we do?"

Uncle Ben sighed heavily. "As much I don't like the idea, we're gonna need to let them know so they can tell us what's wrong."

Aunt May frowned, before conceding that they needed to know what the bite would do to Peter. "Okay." She said before they walked back over to the doctor. "You may relay to them what you told us." She said reluctantly. They moved forward and Dr. Bromwell relayed Peter's condition before Aunt May spoke up. "Now what is your spider bite _doing _to him?" Aunt May demanded as she looked over at the Connors.

"We can't be sure as we weren't going to have a human test subject, but since he got bit by one of the spiders…" Mrs. Connors trailed off.

"No, you will not use our nephew as some test subject." Uncle Ben said firmly.

The group soon stopped in front of an observation window that inside showed Peter lying under a sheet with his arms on top and in one arm was an I.V and on his nose and mouth was a breathing mask.

"If you'll excuse us, I'd like to speak with the Parkers and Connors alone for the moment." Osborn said and Dr. Bromwell went inside the room to check on Peter's condition. "Peter is my son's friend, and this has occurred because of my project, allow me to pay his medical bill."

Uncle Ben's frowned as he crossed his arms. "No absolutely not. This is not something that's going away by throwing money at us."

"I understand, but think of your nephew," Osborn replied glancing into the quarantine room, "the offer still stands if you change your minds though."

* * *

The days dragged along slowly, feeling like an eternity as Aunt May and Uncle Ben took any time out of their day as they could to stay outside Peter's room as they _still _weren't allowed into the room. Nothing looked any different with Peter and he looked fine, but on the third day they were finally allowed into their nephew's room and saw that his facial features were starting to look softer and more feminine, Aunt May putting her hand on Peter's forehead to find him no longer feeling feverish or clammy and his skin started to look healthy again.

On the fourth day was when Uncle Ben's resolve broke. The doctor had come to them and looked at them both grimly. "What is it Dr. Bromwell?" he asked.

"I've…discovered something that is very disconcerting." The doctor replied. "Your...nephew is…"he paused as though trying to find the right word.

"Just tell us Dr. Bromwell, if it concerns Peter we need to know." Aunt May said.

"Your nephew is a girl."

Both Parkers' were stunned into silence.

"B-but Peter is a boy!" Aunt May retorted as she found her voice.

"The only thing I can think of that could have caused this is the spider bite." Dr. Bromwell replied.

Aunt May sat down and put her hands over her mouth in shock, but Uncle Ben looked inside the room in concern and walked down the hall to use the public phone and told the operator to put him through to OsCorp and told the receptionist who he was and that he wanted to speak with Osborn.

"Ah, Mr. Parker, are you calling to turn down my offer again?" he asked with some sarcasm.

"No." Uncle Ben replied. "I'm going to take up your offer, but let's make one thing clear; I have to be there when the tests are conducted, and this is to never be publicly known, you hear me?"

"Yes." Osborn replied calmly, though there was triumph in his voice. "I'll have a contract ready for you to sign after Peter awakens."

"Agreed." Uncle Ben said sharply in reply before hanging up the phone and went back to sit beside Aunt May. "I took the offer." He said quietly.

Aunt May looked over at him frowning. "Why?"

"Why? May, we can't begin to understand what it'll be like when Peter wakes up or how he'll react when he does." Uncle Ben replied.

Aunt May looked down at her lap as she also thought it over. Their nephew, no, their _son _was now a girl. That could be a shock to anyone, but this wasn't _happening _to anyone else. She didn't want there to be any other surprises. "I…supposed this is the only option then." She said finally.

And considering what the option entailed, it wasn't that much of a reassurance.


	2. Give It Time

_Another moment;  
Just like the moment before…  
You count the hours;  
And wonder, can you take anymore?_

**Chapter 2: Give It Time**

_10 am _

When Peter's eyes fluttered open, he felt the corners of his mouth move downward as he stared at the white ceiling and furrowed his brow. Where was he? All he could remember before going to sleep was feeling like he was on fire, but now he felt better.

He felt a strange pressure on his chest from the blanket over him and lifted one hand cautiously to see an I.V in his arm. Setting his arm back down beside him and lifting the other, he pushed the blanket down off his chest to relieve the pressure. As he did so his hand brushed against something and his eyes opened wide.

Peter grabbed the blanket and lifted it; staring down at his chest as it rose with each breath. This was not the body of a boy! He moved his hand from the blanket to the bed and pushed himself up, the blanket falling onto his lap. He suddenly realized he couldn't feel any pressure between his legs.

Panic rose in him as he looked around franticly. "Uncle Ben? Aunt May?" he called out. This had to be a fever induced dream; and when he woke up he'd be in his own body, his own bed, back at home. "Where are you?" he winced at the sound of his own voice, it was higher than normal.

Peter heard the monitor begin to beep uncontrollably in synchronization with his fast heartbeats. He glanced up as the door opened and a doctor rushed in, injecting something into the I.V. "It'll be alright Mr. Parker, this will help you calm down."

Peter started to feel tired and soon he was back asleep.

* * *

_1 hour later_

When Peter awoke, he stared up to the ceiling knowing this was not a dream.

Numbly, he lifted his hand, unable to see any notable difference, but the shock still lingered. He heard a soft knock on his room's door. As the door swayed open he looked up to see his aunt and uncle standing, staring at him. In their eyes was a fearful surprise. Aunt May moved forward and cradled Peter into her arms.

"Oh thank goodness you're awake!" she cried and Peter started to feel a little less distressed.

"You mean you're not shocked about…this?" He questioned and belatedly realized that they had probably already seen him…this way. "But I'm a girl," he said frightfully as he began to question what had occurred. "How did this even happen?" He gasped at the sound of this unfamiliar female voice coming from his mouth. It only confirmed to him that this wasn't a dream.

Uncle Ben sat on the edge of the bed beside Aunt May. "Kiddo, you remember that bite on your hand?"

Peter cautiously nodded as he wondered why. "That spider bite caused this?" he cringed as he heard his voice rise accordingly. When Uncle Ben shook, Peter didn't know how to react and blurted out the first thing that came to mind. "This isn't a dream?"

"No Peter, it's not." Aunt May replied delicately.

Peter felt the shock start to wear off but the fear remained. The spider bite really _had_ done something to him. He was frightened and uneasy. Anyone in his position would feel this way, he thought reassuringly, but this must have happened for a reason. That was the only reasoning he could latch onto to keep himself from breaking down in his aunt's arms.

"Can…can we go home?" he asked quietly.

His aunt and uncle exchanged glances. "Are you sure, you don't have to leave, you just woke up after all, kiddo." Uncle Ben whispered.

Peter shook his head. "No, I want to go, I'm fine…" his voice broke a little, but he fiercely pushed it aside. "I feel better," he said lightly, "no fever or pain at all."

"Well, if you're sure…" Uncle Ben trailed off as if waiting for Peter to say otherwise. Without a response Uncle Ben rose from the bed's edge. "I'll go get Dr. Bromwell." He said before walking out of the room.

"Mr. Parker, good to see you're awake." The doctor said amiably as he walked into the room with Uncle Ben. Peter thankfully accepted the avoidance of the address 'Miss'; he was certain he couldn't handle that just yet. "Now, I understand that you want to leave?" An inquisitive look crossed the doctor's face as Peter simply nodded. "Right, now, you're feeling no pain or any discomfort?"

Peter refrained from snapping back with "Nothing besides the obvious," but he only said, "No, I feel better, great even, so can I go?" he asked optimistically.

Dr. Bromwell shook his head. "I'm afraid that's not possible. You just came out of a _coma_; you will have to remain here for a few days to be monitored in case of adverse effects."

Peter felt his face twist up as he gestured to his body. "Isn't _this_ an 'adverse effect'?" he asked angrily.

"Peter!" Aunt May admonished him.

Peter glanced at her and suddenly felt drained. "Alright, and I just have to do what then?"

"From the inactivity your body has sustained, you will have to get accustomed to walking again and some blood samples must be taken to check for any irregularities or any…_anymore_ effects of the spider bite." Dr. Bromwell explained.

Peter frowned at the welts on his hand. "I understand."

The next few days weren't as bad as he thought they'd be. Sure, the tests kept him antsy. The thought of there being something else wrong was unnerving; but what could be changed more than his DNA? They took samples of his blood during the physio part of the exam.

As a female he was changed in more than just the usual ways, for one thing, he was _tall_; not the previously short height he'd been before. He now stood at a height of 5'7 or 8, so that was deemed a plus. His height affected balance performance when having to walk though; he had to remind himself to hold onto the rails as he went but still, it was nice to know that 'Puny Parker' was gone. He winced when he realized the full meaning of that phrase.

* * *

_5 pm_

"How are you feeling today?" Aunt May asked on the third day of testing.

Peter sat up in his bed while his aunt sat down beside him. "Fine." Aunt May eyed him suspiciously, knowing that this wasn't exactly true. He lowered his head, avoiding eye contact.

Aunt May reached over and petted Peter's hair as she had done when he was younger. The soothing gesture made him relax. "You shouldn't be ashamed of yourself."

Peter flinched. "What are you talking about?" he asked nervously.

"Peter, I can see it in your eyes, it's okay to be scared, it's normal, but you should never be ashamed of yourself." Aunt May said in a kind but stern tone.

Peter was about to snap. How could this possibly be normal, he thought heatedly but forced the words back. Aunt May is only trying to help. "I know," he said quietly, "it's just…this is all too much."

"Peter, you're uncle I were talking while you were…recovering, we think a change of scenery would be best for the summer." Aunt May said tentatively, as if she didn't know how Peter would react.

Peter thought it over for a moment. A change in scenery _would_ be nice. He would have time to adjust to this new, unexpected change. "Sounds good." He murmured. "Is there anything else?" he saw Aunt May's eyes flash guiltily, but before he could speak up, his uncle came back in with a doctor.

"I'll just give your vitals another check and you'll be able to leave." Dr. Bromwell said before Aunt May moved away from Peter's side. His vision was carefully checked. Peter stared up at Dr. Bromwell in awe, something that during the last few days had never occurred to him.

"I can see." He said in something akin to amazement.

"Excuse me?" Dr. Bromwell asked.

"I needed to wear glasses, but now I can _see_." Peter said as a trace of excitement laced his voice. "I don't need glasses anymore." He said looking over at his guardians. "I never noticed it before, but I can _see_."

"That's wonderful, Peter." Aunt May said, though there was brittle smile on her face and Peter realized that his guardians needed to adjust to this change as well.

This would be a good thing for _all _of them.

Peter was silent through the rest of the check up and when he was able to get out of the bed, he was mildly surprised to find his legs didn't feel wobbly anymore. Aunt May placed a change of clothes in Peter's arms…girl clothes. He looked at her questioningly.

"I brought a change of clothes with me since I knew you'd want a change." she explained and Peter nodded, but before he walked out, he stopped and looked at his aunt sheepishly.

"Uh, I don't know how…um…uh…" he trailed off as he looked down at his feet.

Aunt May realized what he meant though and walked over to him, leading him out of the room. "I understand, and do you want me to help you change?"

Peter flushed as he was nervous about anyone seeing his body. "Uh, could you just show me how to use the...bra." he whispered, his face heating even more.

Aunt May looked at him sympathetically. "Of course, Peter." She said as the two of them stopped at the bathroom and picked up the bra from the clothes. "Now, just hold it around you and clip these two straps and turn it around, put your arms through the shoulder straps, and the cups go over your-"

"I-I get it Aunt May." Peter cut her off softly as his face was practically beet red.

Aunt May's eyes softened as she patted Peter on the shoulder. "I'll be right out here in case you need any help."

Peter nodded and managed to give her a weak smile before walking into the washroom. He caught a glimpse of his reflection in the mirror, but really didn't see much of a difference since he never really thought of himself as attractive. He was taller at least. He changed out of the hospital gown and put on the bra first, taking his aunt's advice about how to put it on and put on then the underwear; these he thankfully didn't need to be told how to change into and put on the shirt and jeans.

He walked out of the washroom suddenly marveling at the fact that he was no longer feeling unbearably tired. He no longer had a vivid memory of falling asleep with the terrible feeling of being on fire.

"I'm all done." Peter said awkwardly as he held the gown in his arms. Aunt May gave him another pat on the shoulder before they both walked back to his hospital room and he handed the gown to the doctor.

"You are fit to leave, your vitals have all been checked out and the tests cleared you, just sign out at the receptionist's desk." The doctor said before walking away.

Peter followed his guardians down the hall. As he was being signed out, Uncle Ben put a hand on his shoulder and started to lead him to the hospital's exit. "So…where are we gonna go?"

"Hartford, Connecticut, my sister lives there." Uncle Ben leisurely explained.

"She said that we were welcome to come over for the summer." Aunt May clarified.

"Oh, but don't I need to pack?" Peter questioned and wondered if the summer would be enough time to get used to this new situation.

"We…packed the new clothes your aunt bought for you." Uncle Ben replied.

Peter blinked slowly as he realized his guardians had already decided that they were leaving the city for the summer while he was still asleep or when he was recovering. He couldn't be angry as he did in fact agree with their thinking. "Oh, that's good. How long will the drive be?"

"The drive will be a little over two hours," Uncle Ben began, "though we need to make one stop beforehand."

Peter furrowed his brow and tilted his head. "Where are we going?" he asked and he received no answer, making his worries return. His eyes soon widened as the car was pulled up to his friend's penthouse that rested atop of the OsCorp headquarters, the actual facility being somewhere else in the city. "Why are you stopping?"

"Nothing to worry about; just letting him know that you're alright." Uncle Ben replied.

Peter didn't think anything of this at the time as there was still so much on his mind at the moment. "Oh, okay then."

* * *

_7: 18 pm_

Peter had been falling asleep as the sun started setting, having lost track of how long they'd been on the road. He thought the scenery had something to do with his weariness, but his eyes closed for what felt like a brief moment. His eyes flashed open as he felt a strong hand grasp his shoulder and shake. "Hmm, wha…?"

"We're here, kiddo." Uncle Ben said before Peter nodded and got out of the car.

The teen helped grab the bags before the three of them walked up the steps. Aunt May rang the doorbell, only having to wait a few moments before the door opened to reveal a woman. She appeared to be the same age as Aunt May with similar white hair, but having green eyes instead of blue.

"May!"

"April!"

Peter blinked as the women hugged. He turned to look at Uncle Ben, mouthing 'May and April?' His uncle only shrugged. The green-eyed elderly woman moved to hug Uncle Ben.

"How are you, Ben?" April asked.

"Good, you April?" Uncle Ben asked in return.

April smiled sadly, but it was only there for a second. "I'm…fine." She said and looked over at Peter. "Oh, this must be the niece you told me about," she said giving Peter a hug, "I'm your Aunt April, and you are simply beautiful, dearie."

Peter felt a little awkward about being called 'beautiful' but reasoned that she was saying that only because she was also his aunt. "Thank you." He said politely. "I'm tired from the drive, is there any place I could sleep?"

"And such good manners." Aunt April mused before ushering her into the house. "You can sleep in the room just down the hall; it'll be the first room on your left."

Peter nodded as he walked down the hall and found the room. It was bare, aside from the bed, and he set his suitcase down on the floor, and sat down onto the bed. He opened the case and was surprised to find his satchel in the case as well before he figured that it'd give him something to look over later.

He yawned and lay down onto the pillow, thinking to himself to take things one step at a time. '_Remember,_' he told himself, '_this happened for a reason.'_

He just didn't know how long he could tell himself that before it started to sound like desperation.


	3. Odd One

_You live your life in your head  
Some call it imagination  
I'd rather focus instead on anything except  
What I'm feeling_

* * *

**Chapter 3: Odd One**

_8 am_

Peter awoke the next morning and felt so refreshed that he didn't even remember why he felt so jumbled about...until he looked around the room and realized where he was and _why_ he was here. '_That's right, I got turned into a girl and we came to Aunt April's last night._' He thought moving out of the bed and looked down to see he was still wearing the clothes from yesterday.

Peter walked out of his room for the summer and down the hall, deciding to hold off getting changed for the moment as he wasn't just quite there yet. Slowly he stopped to look at the pictures adorning it, some of them showed his aunts when they were younger, and a quite a few showed a brunette girl he didn't recognize with green eyes, the last of her being dressed in a graduation gown and wearing a beaming smile on her face. _'Wow' _Peter thought. '_She looks a lot like...me.'_

"Hello dear, you're up early."

Peter tried and failed not to jump at the sound of April's voice as he looked over at the woman. "Um, I'm excited to be in a new town and all, so I wanted to see the sights." He lied and hoped it sounded convincing.

If Aunt April thought he was lying, she didn't call him out on it, but she did look embarrassed for some reason. "In my surprise, I forgot to ask May what your name was."

Peter colored as he realized that too and bit his lip before answering. "It's Peter," he said and didn't need to fake the nervousness he had when Aunt April stared at him somewhat incredulously, "it's kind of embarrassing I know." He said and glanced back at the wall to try and change the subject. "Um, who's that girl with the brown hair?"

Peter saw Aunt April flinch in the corner of his eye and regretted asking the second it came out.

The woman sighed as she looked forlornly at the photos of the girl along the wall. "Her name was Zoe, and she was my daughter."

Peter didn't need to know the reason behind the past tense as he had an idea of what she meant. "I'm sorry." He said quietly.

Aunt April managed a sad, small smile as she patted Peter on the shoulder. "It's alright Peter, I've made peace with it, but the hurt will always be there."

Peter didn't know how he could handle losing a loved one, his own parents having died too early for him to fully understand the concept of death, and he had no idea what to assume it must have felt like.

The air hung heavy before Aunt April shuffled past Peter. "You must be hungry, would you like something to eat?"

"Huh?" Peter looked over his shoulder at her before nodding absently. "Um, sure, thank you." He said and gave the beaming photograph of the girl one last look before proceeding to follow Aunt April into the kitchen.

"Have you ever cooked before, Peter?" The woman questioned.

"No, I can't say that I have, not really." Peter replied and paused. "It's not that I haven't tried but," his tone turned sheepish, "I'm not very good at it."

"Nonsense." Aunt April said dismissively as she gestured for Peter to walk over to the stove, which Peter complied to. "You just need a little practice."

Peter furrowed his brow before deciding that this was an opportunity to spend with his other aunt and get to know her. "Alright then, but can we make something simple? I don't have that much faith in my cooking skills."

"Of course, dear."

* * *

"Oh, this is simply wonderful April." Aunt May said as she and the rest of the family were eating the pancake breakfast.

"Thank you, May, but I had some help." Aunt April said sending Peter a glance and he blushed lightly.

"It was nothing." He mumbled as he finished off his breakfast. "May I be excused? I need to go change."

"Go ahead, sport." Uncle Ben said and Aunt April had an odd look on her face. "Uh, kiddo."

Peter quickly deposited his dish into the sink and headed down the hall. Once in his room for the summer, he dug through the bag that his new clothes were in and walked into the bathroom further down the hall. He washed up awkwardly and was glad when it was done before pulling on the change of clothing.

Peter walked back down the hall and he poked his head into the dining room. "Uh, Aunt May, Uncle Ben, would it be okay if I took a look around town?"

"Just be sure to have your phone with you in case you need us." Uncle Ben replied and Peter nodded before going back to his room and saw a lump in his satchel pocket before opening it to find his cell and put it into the pocket on his pants and walked to the front door, slipping on his shoes and went out the door.

Peter winced at the glare of the sunlight on his face and eyes and blinked the flashing blurs away. He wondered if the change had done something to his sight other than fixing it, or was it because his eyes were now fixed that they were a bit more sensitive as he wasn't used to not wearing glasses?

Hmmm, he could give that later thought, but for now he started walking down the sidewalk, noting that the houses looked similar, the only difference being the numbered plaques they had. He paused and looked back at the number on his Aunt April's home to make sure he didn't forget where it was.

Peter continued on walking down the sidewalk and reached into his pocket to turn on his phone, only stopping suddenly when he saw that he had voice mail. He found a bus stop bench to sit down on before checking the inbox and saw that all the calls came from his friends.

Peter bit his lips as he contemplated listening to the messages and his thumb hit the okay button before putting the cell by his ear and listened to the first message that had been left by Harry.

"_Hey Pete, hope you're okay."_

Then it had been Gwen. "_Peter, you haven't been back to school, are you alright?"_

And then it had been Eddie. "_Hey bro, heard you were sick, you okay man?"_

Peter smiled sardonically at that one before it faded as he listened to the rest, and his heart grew heavy when he heard their increasingly worried tones. He wanted so much to call them and tell them he was alright, but he knew he couldn't...he didn't want them to see him like this.

It wasn't so much as shame as embarrassment. He'd been telling both Harry and Gwen that there was nothing wrong and it turned out there was something _spectacularly_ wrong.

Peter's thumb was on the call button, but he moved it away as he put the phone back in his pocket and kept on walking down the street. He suddenly realized that he just couldn't very well go back to New York and pretend that there was nothing wrong.

For one thing, he was sure his friends would notice that he had suddenly become a girl when before he was very clearly a boy.

The most obvious solution stared him in the face, but that would mean giving up his identity to become someone else, and he didn't know if he could do that.

His pace quickened a tad as if he was trying to outrun his thoughts on the whole matter, but he knew that this discussion was going to come up, if not by him, then by his aunt and uncle; _what were they going to do now?_

Still, he'd left the house to get away from these thoughts, and forget he shall, even if it was only for a little while.

Peter kept walking down the sidewalk until he reached the bustling town and felt a bit overwhelmed by all the sights, but then again he'd lived in Queens and went to school in the city, so this really shouldn't be all that different, but it was for one simple reason.

Those previous times he wasn't a girl, and he was feeling self-conscious at the moment; especially with how people were staring at him.

He wandered into a crowd and saw an archway that read 'Bushnell Park' so he decided to take a look around. Maybe the familiar surroundings of a park would help him. He leisurely walked down the path and tried to immerse himself into the beauty of the outdoors, all the while trying to forget his baser instinct to get _out _of the sun and that the grass looked like it could use a good rain fall soon.

Wow, even when he was trying to be optimistic he still felt the more cynical side of him come out, and this whole 'girl thing' was only making it more obvious.

And he wasn't even going to _touch_ upon the fact he had no idea _how_ to be a girl.

It usually looked like the opposite sex had it all down, but he knew better than to assume if this was a girl in the same situation that she could adapt so easily and would probably have just as much trouble as he was having because the change wasn't just physical, it was most jarring part of the whole thing of course; knowing your changed right down to the last detail, but it was also everything else.

It meant that you didn't just change inside and out, everything about you had to change, your entire life was flipped on its head…

And Peter was also starting to feel his 'this happened for a reason' mantra turn stale, and it was only10 am! Barely after he thought it up just last night. It seemed like he'd need something stronger than 'this happened for a reason' to stop him from freaking out like he did at the hospital.

Peter began looking around the park again; trying once more to get away from the thoughts he was trying to hold back. Hell, trying to hold _everything_ that was threatening to spill out back.

He kept on walking; only stopping when he came across a pond that had a fence surrounding it to keep others from falling in and looked down at his reflection in the water, a reflection that looked so foreign compared to his old one. The previous times he'd seen his new self he'd only taken a glance and that had been enough for his already frayed nerves.

Even this morning he tried to avoid seeing himself in the mirror, but now he was looking straight at his face in the water and he took a _real_ look at himself, seeing the differences he didn't see the first time in the hospital. It was still him but…not.

His lashes looked thicker, his cheekbones were higher, his lips were fuller and his features had softened. If he was being honest with himself he supposed he _could_ admit the person staring back at him was pretty.

…If the person staring back at him wasn't _him_.

Peter glanced at the rock by his foot and kicked it down into the water, the rock hitting his reflection and the ripples making it unrecognizable until the water calmed.

And by the time it did, Peter had already left the pond area.


	4. Frozen

_I can't feel my senses  
I just feel the cold  
All colors seem to fade away  
I can't reach my soul  
I would stop running, if knew there was a chance  
It tears me apart to sacrifice it all but I'm forced to let go_

* * *

**Chapter 4: Frozen**

Peter kicked the stone that he'd been kicking since he'd reached the corner on his way back to Aunt April's for who knows how many times now; it wasn't like he was keeping count after all.

No, his thoughts were wrapped up in what he was going to do next. The park had all in all been a nice little distraction for his thoughts, but they were _still there,_ and now they were coming back with a vengeance that he couldn't shake so easily.

After all, what repercussions _would_ come from Peter Parker dying?

Peter stopped walking altogether as he stared blankly ahead in the distance, the rock in front of his foot lying forgotten. There, he'd thought it and even though it was only a thought and therefore _not_ spoken aloud, it still left a deeply bitter taste in his mouth. He'd know it and his aunt and uncle would know it, that he wasn't really going to 'die' anyway, but no one besides the people who already _knew_ would know it and they'd be left thinking he was really dead.

And by that he was of course talking about his friends, who were in the 'didn't know that he'd changed and were going to think he was dead' category. Man, even thinking about it made him feel nauseous; how was he going to get through telling his aunt and uncle this conclusion that he'd reached if he couldn't get through it himself?

Well he'd just have to man up and tell them, that's all there was too it. God, could he even call it "manning up" anymore?

Moving toward the house, he paused again as he realized that when he 'died' it meant he'd have to become another person, a _girl_ for real, and the thought terrified him still. His whole identity had been stripped away!

_It wasn't fair! I was someone, I was Peter!_ Screaming in rage and frustration Peter kicked the stone with all his might, hurling it far down the sidewalk path until finally it could be seen no more.

Gulping in air he fell quietly on the sidewalk corner. _Breath Pete, it will be alright, you're not alone._

Footsteps still feeling heavy, he got up from the corner and continued on his way and up the porch steps. Hand resting on the doorknob he pushed it open, taking off his shoes and closing the door behind him.

Listening and hearing the television in the living room he walked that way to find Uncle Ben sitting on the comfy looking couch.

"Uncle Ben? Where's Aunt May and April?" Peter questioned taking a glance around before sitting down on the couch next to him.

"They went out to catch up." Uncle Ben replied. "What's on your mind, sport?"

Peter felt a small smile curve at the corners of his mouth at the familiar nickname before he sobered up and replied. "I took the time to think about what to do next, and I think that it would be best if…I were to die."

Uncle Ben sat up and turned the television off, obviously thinking that this was a conversation in which it wasn't welcome. "Are you sure about this, sport?"

Peter took in a shaky breath before nodding. "I really am, I've tried not to think about it, but I _know_ that I can't go back and pretend that nothing's changed." He replied and took out his cell phone before holding out to his uncle. "I listened to the messages from my friends, they're really worried about me, but I didn't call them; I want you to do it, if…if you could...please."

At Peter's expression, one mixed of seriousness and terror, Ben realized Peter thought that this really was best but he was also scared of what it meant. In the end, Uncle Ben reached out and took the phone from him. "Of course, Peter."

Peter nodded, his face starting to pale a little. "Their numbers are on speed dial, just so you know…" his voice went quiet and pained near the end. "I'll see you later, Uncle Ben. I'm really tired." And for the first time since the accident a familiar thing happened. Ben reached out and pulled Peter close.

"It'll be alright Peter."_ Of course it will be._ Peter thought because no matter who he or she was Uncle Ben's hugs and advice felt exactly the same. After Peter left, Uncle Ben stayed on the couch for a long time.

Finally he rose walked out into the hallway and continued to the end of the house.

He couldn't have used the main phone because it was right there in the hall and Peter didn't need to hear this. He looked down at the numbers presented and decided to call the numbers as they appeared in the listings.

He hit the first number and sighed deeply as he heard the phone stop ringing as it was picked up. _"Hello?"_

Not knowing whether to be relieved or not that it was Gwen who picked up the phone before he decided it was probably was better since he knew the girl would want to hear this 'news' first hand. "Hello Gwen, I have some bad news…"

"What is it Mr. Parker?" Then remembering that Peter hadn't felt well before he'd seemed to disappear off the face of the earth she asked again. "Is it about Peter?"

The silence that ensued gave her the answer more than any words could have.

"Is he okay?" Gwen persisted.

"Peter…" Uncle Ben trailed off and Gwen's heart slammed in her throat. "Peter was very sick Gwen, and he didn't get better…Peter died this morning."

Gwen felt the phone drop from her fingers as she fell to her knees. In the two weeks that Peter hadn't been in school she'd assumed it was because he'd been like so many others, and decided to ditch. She'd called his phone dozens of times, always chewing him out for ignoring them, for ignoring _her, _and now that she knew he was _dead_…

"Gwen? Gwen are you still there?" Came the tiny question from the phone.

Gwen scrambled to reach for it and put it back to her ear. "Y-yes, I'm still here." She stuttered. "Couldn't there have been some way to save Peter though?"

Uncle Ben sighed heavily. "No, it was a blood infection. The doctors say it was caught too late. There was nothing we _could_ do about it but…make Peter comfortable."

"I-I-see." She said quietly and felt the stinging behind her eyes. "Thank-thank you for telling me." She said choking out a sob and let the call be disconnected.

Peter would always be her first love, and to know he was _dead_ just made everything worse. All that time she was being angry at Peter for ignoring her…he was _dying._

Not really feeling anything at the moment Gwen went to bed.

* * *

_Riing-Rinng-Ringg!_

"I'll get it!" Harry called out before reaching for the phone and held it up to his ear. "Hello?"

"_Hello, Harry,_" Uncle Ben's voice came through the speaker, "_this is Ben Parker, Peter's uncle."_

"Oh, hello Mr. Parker, is this about Peter?" The teen questioned, because what other reason would there be for the man to call his home?

"_Uh, yes, it is," _Uncle Ben began and his voice took on a pained edge, "_Peter…Peter had been ill Harry, it was an infection and we caught it too late…" _his voice trailed off and Harry realized what was being said.

"Pete's dead?" he questioned not believing this was happening. "Are you serious?"

"_Yes_." Uncle Ben replied somewhat tersely and Harry winced at how that sounded.

"And…and nothing could be done?" The redhead questioned.

"_No, it was too late."_ The man replied.

"I…I see." Harry said, and had his father not been in his study, just outside the main hall, then he might have shown a stronger outward reaction to his friend's death.

But unfortunately he was forced to push the emotion back with all his other unresolved ones.

"Is…is there going to be a funeral for him?" Harry pressed on as calmly as he could.

Uncle Ben paused, either from the fact the redhead was sounding too calm by this or if he was struggling for an answer, Harry didn't know. _"No, I don't think so. May and I drove down here to her sister's house in Hartford. She's not taking it well; I think it will be just close family."_

"That's…" Harry figured saying 'good to hear' wouldn't be the right thing to say, but what was? "It's just…"

_"Peter was you friend, Harry."_ Uncle Ben said and for Harry that was it.

"I…should probably hang up now." Harry said awkwardly and after a quick goodbye, he hung up the phone and made his way to his room.

Just a few more steps and hopefully the walls would be able to block out the sounds, Osborn's don't cry and his Dad would tell him that.

* * *

_Riiing! Riiing! Riiing! Riiing-_

"Hello?"

_"Hi, Eddie, this is Ben, how are you?"_ Uncle Ben questioned.

"I'm doing alright Ben, how's everything on your end?"

"_Peter…died this morning Eddie."_

Eddie felt his eyes widen and his mouth drop open at the news. "W-What?" he asked in disbelief. _"How_ did this even happen?" Eddie questioned.

_"The doctors are pretty sure it was a blood infection, Sepsis."_ Uncle Ben explained.

The blond let out a sigh of his own for giving him the third degree. "Is there going to be a funeral for him?"

Uncle Ben paused before replying. _"Yes, but we're out here in Hartford. May isn't doing too well; I think this will be a private ceremony."_

"That's good; Pete would have wanted it like that, wouldn't he?"

_"I think so Ed." _

"R-Right."

* * *

Uncle Ben walked down the hall to Peter's room and saw him sitting in place on the bed, staring blankly at the wall. "It's done."

"I understand." Peter said faintly. "It's for the best." It sounded more like he was trying to reassure himself than anything else.

"Peter, were staying in Hartford for the summer, you can take all the time you need." The elderly man started and Peter nodded as he glanced back at his uncle, his eyes moving past the man and to the pictures in the hall.

"Okay then."

The front door opened a moment later and Aunt April's voice rang out, "We're back!"

"Hello, Aunt May, April." Peter said getting up from his bed and walked out of his room to hug them both, though Aunt May kept a hold on Peter's arm.

"I need to borrow Peter for a moment." She said gently tugging Peter further down the hall; one bag clutched in her other hand. "Now Peter, I want you to remember that you can talk with me about anything." She said seriously and Peter nodded.

"Okay."

Aunt May opened the bag and held it out for Peter to grab. "And I just want you to know that this will always be for you to use if you want."

Peter pulled out a mass of an auburn wig and a contact case. He felt his throat constrict as he realized these _were_ going to be needed to hide who he was. There was no 'if' about it. "I…I will remember that." He whispered and hugged his aunt.

"Just remember too that you just need to only wear the wig until you're hair grows out." She said and Peter cringed in her arms about his hair growing longer. He just found his short hair more manageable and the thought of having to be looking at another sign of how different he was now was going to be another thing to get used to.

"I…alright then." He replied and to his mortification, his voice choked up, but he kept the stinging behind his eyes back.

If he was gonna cry, he wasn't going to let anyone _see_ the tears just yet. It still felt awkward to let anyone see him as it was.


	5. Harbour

_You've got a journey to make_  
_There's your horizon to chase_  
_So go far beyond where we stand_  
_No matter the distance_  
_I'm holding your hand_

* * *

**Chapter 5: Harbour**

Despite how emotionally wearing the previous day was, Peter slept quite soundly, if only _because_ of said emotional wearing and when he woke up, he yawned and stretched his arms over his head before getting out of bed and heading into the bathroom where he avoided looking at the mirror and felt something strange between his legs before sitting down and he sucked in a sharp breath as he stared down at what was on the toilet paper.

_Blood_. It was _blood!_

Peter felt himself choke before a strange high-pitch ringing sounded in his ears before he realized he was screaming. He shut his eyes tightly and felt his whole body lock up. Why, _why_ was he bleeding? Did he accidently hurt himself or something when he was asleep? What was going on?

He was in shock, and he didn't think his body so was so much like a real girl's that it would be able to do…well, what girls normally went through once a month. He wasn't ready for something like this; he was still using male pronouns for crying out loud! Vaguely as his numbness receded a little he could hear the worried calls from outside the bathroom.

He felt himself flush red as he realized they _would_ be worried since they heard him screaming. He self-consciously pulled the pajama bottoms up and unlocked the door, peering out into the worried faces of his uncle and aunts. "I…uh," he needed to think of something fast, "I saw a spider." He finished lamely.

Aunt April's face was a mix between relief and exasperation as she held a hand to her chest in relief. "Don't do that again." She chastised. "You nearly gave us all a heart attack."

Peter's flush got even redder as he looked down. "Sorry." He mumbled.

Aunt April's eye softened. "It was just really worrying." She amended.

Peter nodded before watching her leave and glanced back at his other aunt and uncle, who looked a little less willing to believe his spider excuse. "I need to talk to Aunt May," he said and needed to give an explanation for why it was _only_ Aunt May he wanted to talk to about this, "I…uh, just found out I really am more like a girl then I first thought."

Aunt's May's features turned to recognition before placing a hand on Uncle Ben's arm. "He's right, why don't you go help April with the breakfast?"

Uncle Ben looked still gave Peter a worried look. "Are you sure you're alright though, sport?"

Peter managed a strained smile, forcing himself to give the expression because he truly was touched by his uncle's concern. "Really, aside from…this, I'm fine." He insisted.

"Well," Uncle Ben said as he turned to walk down the hall to the kitchen, "if you're sure." He paused a moment, as if waiting for Peter to contradict him, but then did make his way to the kitchen.

Aunt May brought Peter to her attention when she spoke, "Peter…"

"I'm bleeding," Peter blurted out in a terrified whisper, "I really don't know what to do."

Aunt May nodded in understanding. "I know it can be scary, but it's a completely natural," Peter flinched, but the elderly woman pressed on, "thing to occur, it doesn't diminish _you_ in any way."

Peter felt something welling in his chest before he pulled back the door completely and threw his arms around his aunt. "I don't know how I'll be able to manage this change if I keep freaking out." He sobbed.

Aunt May patted Peter on the back. "Neither Ben or I expect you to become adjusted to this so easily; you've gone through a difficult process that has unfairly put you into this position. Really, it would be more worrying if you _didn't_ act like this."

Despite himself, a sound that was a cross between a sob and a laugh escaped Peter as he pulled back, quickly wiping away the few tears he'd shed. "What now though?" he whispered soberly.

"Now we have to go to the store." Aunt May said softly and Peter realized what she was getting at.

"I can't go out," he replied and didn't want to be seen right now by anyone on the outside, "can't you just go get them?"

"Peter," Aunt May said reassuringly, "there is nothing to be ashamed of, you know this, right?" she asked and Peter reluctantly nodded. "I promise no one's going to look at you, you'll be fine. Trust me on this won't you?" she asked grasping Peter's hand.

Peter looked down at his lap, pursing his lips momentarily. Though he wasn't comfortable with this, he still thought he was being too harsh on everything else. And he could trust his aunt on this. "Do I have to wear the wig?"

Aunt May chuckled softly as she gave Peter another hug. "No, Peter, you don't have to wear the wig for this."

* * *

Aunt May had been right, no one looked at Peter as he while he didn't wear the wig, he still borrowed one of Aunt April's sun hats to hide his face somewhat. They had told Uncle Ben and Aunt April they were going out for an emergency run and that they would eat when they returned.

Peter thought it was ridiculous to be embarrassed by this, as he had a girl for a friend and wasn't so naïve to what girls went through; but it was _different_ for him as it genuinely slipped his mind and thought it _couldn't_ happen to him. This was just a whole new thing he needed to get used to, and it opened a whole other can of worms he didn't even wanna _think_ about.

As long as he didn't have sex he'd never have to find out at least; though this was still all too raw to think about _that_ as well.

When they reached the store and they made their way to the aisle where the pads were, Peter stared at the different types and felt confused and clueless about which one he would need. "Uh, which one...?"

"Let's stay safe with the Overnight ones; we don't know how heavy it'll be." Aunt May said sagely and Peter flushed.

"Heavy?" he repeated.

"It's perfectly natural." Aunt May repeated reassuringly.

Still nervous but still trusting his aunt with what she was talking about, Peter nodded. "Okay then. Do I need anything else?"

Aunt May paused momentarily before she shook her head. "No; not unless you'd want something from here to take back to April's."

Thinking of breakfast and what a waste it would be to miss out on it, Peter shook his head. "No, just the pads." He said and they both made their way to the check-out lane, and as it was still early in the day there was not a large line to wait in.

Peter kept his head down as they went through the line, but the prickly feeling at the back of his head made him nervous and wondered if people were staring at him with such a weird hat on his head. He tapped his fingers against his pant leg and anxiously waited for the cashier to ring up the pads.

He stopped tapping his pant leg as they walked out of the store and down the sidewalk back to Aunt April's. Peter looked up from under the brim of the hat to peer at the surroundings as he didn't want to accidently bump into anyone. He bit his lip for a second as he was hesitant to bring up what might no doubt be a painful subject. "Aunt May," he paused again before carrying on, "when did Zoe die exactly?"

Aunt May abruptly stopped and looked back at him, her eyes meeting his and there was surprise there. "How do you know about Zoe?"

"I saw the picture on the wall." Peter replied steadily. "And I was thinking if Peter "died", then who was going to be coming back with you at the end of the summer?"

Aunt May's face softened into something like sympathy and disbelief. "Peter, you shouldn't be worrying yourself over this."

"I…I know I _shouldn't_, but it's a decision I'm sticking too, and this is the most practical route to take." Peter said, though that didn't mean he still had to _like_ changing himself as he quite liked who he was, he was _comfortable_ with who he'd been…even with the bulling and stuff.

He'd had his friends, and now he didn't even have _them._

"Please, I don't want to bring it up if I'm unprepared." Peter continued.

Aunt May looked away from Peter momentarily. "Zoe died in a car crash," she said softly, "just after you came to live with Ben and me. April had already lost her husband, and Zoe caused her to become rather reclusive. I tried to reach out, and though she didn't want to see me, we still kept in touch." She looked at Peter with a serious glint in her eyes. "Please be careful when you bring this up to April; she's moved on from her grief, but it's still there underneath it all."

Peter nodded seriously. "How did you convince her to let us stay though?"

"I told her we had a niece who wanted to see her other aunt." Aunt May said.

"Oh." Peter said and this time it was him who looked away. Neither of them spoke for a moment before Peter cleared his throat. "Uh, let's keep going, I'm practically starving."

Aunt May nodded and they both continued on walking down the side walk, no doubt having looked strange for talking in the middle of the sidewalk.

* * *

After breakfast was eaten, the dishes washed and put away, Peter took a deep breath as he tried to steady his resolve to go to his Aunt April's room like the resolve to put on the pads and when he did, he knocked on the door and waited.

"Come in." Came the answer from outside.

Peter opened the door and found his Aunt April sitting on her bed and reading a book. "I, uh, need to talk to you about something…it's rather important."

Aunt April put her book down and patted the seat next to her. "Are you sure you wouldn't want to talk to May about this though?" she asked in confusion.

Peter winced as he sat down on the bed. "It's…it's about my name."

Aunt April's confusion still hadn't vanished, though there was some understanding in her eyes. "Trust me, I know all about being embarrassed by a name, people kept making fun of me and May for it when we were younger."

"Well, I'm thinking of changing my name," Peter said cautiously, "and I want to bring this up with you to make sure it's alright."

Aunt April tilted her head. "I'm…not quite sure what you're going with here."

"I…I want to change my name to…Zoe." Peter said and scooted down the bed as Aunt April's face closed off.

She didn't speak for a full minute and it left the room in tense and awkward silence. Her stare pierced through Peter right to his soul, like she trying to see if he was being serious, or if this was just some flimsy way of riling her up. She slumped her shoulders and she looked her age at that moment. "You…you look like her, you know."

"I…I _noticed_ it, but…" Peter trailed off and looked down at his lap, "I didn't want to upset you."

"It's…it's been a long time though." Aunt April said sadly and glanced at him seriously. "But…but if you want the name, I won't stop you from using it. In a way it's like she's still living on, even if it _is…_just a name."

"I'm not asking to be any kind of replacement, but thank you." Peter said and cautiously put his arms around the woman and hugged her. He felt her arms wrap around him and she hugged him back.

In this moment, Peter felt several things hit him hard, this was really happening, he was really going to change his name and begin to have a new identity. There was no going back, only forward from now. His new aunt was putting so much faith in a 'niece' she barely knew, and he didn't want to disappoint her.

When they separated, Peter rose from the bed and made his way down the hall to the living room where his Aunt May and Uncle Ben were sitting. They looked at him as he entered the room and Peter stared at them grimly. "Aunt April said yes, I can use Zoe's name."

Being called by a new name was going to be difficult to get use to no doubt, but he still had to keep moving forward.


	6. A Dangerous Mind

_It's in your eyes, what's on your mind._

_I fear your presence, I'm frozen inside._

_I'm searching for answers_

_Not questioned before._

_The curse of awareness;_

_There's no peace of mind._

_As your true colors show:_

_A dangerous sign._

* * *

**Chapter 6: A Dangerous Mind**

Dinner that night had been a somber affair, with the mood subdued as no one was really quite ready to talk about what had happened with Peter's name. Though it was an unspoken consensus that they would hold off on the _immediate_ name change. Until the next day to fully incorporate the news and prepare themselves for the change in what to call Peter.

Though that wasn't to say despite being still so unsure about it, Peter was still trying to move forward. Yes, it would be difficult, but he was still alive, as that spider bite could have ended _much _worse for him. In the long list of things that could have gone wrong, changing sexes _shouldn't_ have ranked very high, just highly unlikely.

Still didn't make it any less unbelievable though.

There really had not been much going on during the rest of the evening as they all spent their time watching a movie in the living room and Peter had started to feel somewhat like how it _had_ been.

If he could keep reminding himself of these moments, then moving forward would be hopefully easier.

* * *

"So…" Harry started off nervously like he didn't know what to say.

"So…" Gwen returned just as nervously.

They had met up in the Silver Spoon by accident and neither of them was expecting to see the other, but once it was confirmed they both knew about Peter's passing things just sort of drifted into silence.

"Uh…you decided to skip on Science Camp?" Harry asked.

"Yeah, I didn't want to go, but dad thought I should have gone to get my mind off…him." Gwen replied. "I'm starting to think maybe I did make a mistake...not going." She muttered. "Uh, and you're not heading to Europe after all?"

"Dad decided he could take his conferences over the computer." Harry said.

"So you told him about Peter then?" Gwen asked.

Harry shook his head. "No, I don't know if I even _should_, but…dad has ways of finding things out anyway."

* * *

Walking through the street, Eddie tried to clear his head, but so far it wasn't doing him any good. Peter, the kid he'd known for his whole life was _dead_. No one got over that by just taking a walk. He could have pressed Ben for more information, but he didn't want to upset the man more than he already had been.

It was almost surreal; he'd always felt on some level a bit jealous that Peter still had someone to go to when their parents had died. Now though...he just felt _lousy _for ever thinking it they had just lost someone they considered their son for all these years. He felt like _scum_.

Maybe he shouldn't have been so resentful, but now it was too late for 'maybes.'

* * *

Harry walked out of the elevator of his home, having left Gwen just a short while ago as they're conversation had sputtered and died when they ran out of things to talk about; most of them about Peter and that was still too raw a subject to bring up. He walked to his father's study and knocked on the door, trepidation flowing through him as he heard his father's sharp voice call out in annoyance to enter.

Harry opened the door and tried to maintain eye contact while he spoke. "Um, dad, I got a call earlier from Ben Parker…" his father's eyes shone in interest. "And he said that Peter had died."

His father's eyes narrowed slightly before he nodded sharply. "Is that all you have to say?"

Harry felt his expression slack in disbelief as his father made no secret how he preferred Peter over him and this lack of response was unsettling in a way. He thought about how his father gave approval of Peter, approval that Harry so desperately wanted, but now it just left him feeling hollow. "I'll…I'll just be in my room then." He muttered and walked out of the room.

* * *

Only when he heard the click of the door shutting and his son's footsteps fade did Osborn open up the drawer of his desk and pull out the folder inside. He didn't ask for much because he couldn't risk one of those doctors catching wind of this, so he bribed the security detail for footage of Peter and inside the folder were several pictures from said footage stapled to the inside.

He considered these the 'before' images because he was certain there was going to be a change in the young Parker's appearance. He looked forward to seeing how different the change was. The images he currently held were of Peter leaving his room with his aunt, and the others were of how Peter looked emerging from the washroom.

Peter had gotten taller, and though he was used to seeing a male face, this feminine one still had traces of its previous form; it was just softer-looking and the tall frame was still as slim as it had been before. The hair though was still so short-no worries though for it would have to grow out, but he wondered if he would see Peter's natural hair or a wig when the Parker's returned.

He would not mind seeing Peter's hair grown out; a wig could be pulled off far too easily after all, just had to have one good grip on the fake hair and pull…

Osborn traced over the image of Peter coming out of the washroom and could imagine it being long enough to have just the right hold on. When Peter had been a boy, what drew him in was just how different from Harry he was; the kind of son he could have called his own, but now…

Well now those thoughts of Peter were anything but paternal.

He'd started to think about just how much more advantageous Peter's new form could be, the brains with the looks to complete it was something that always threw people for a loop. When Peter returned, Osborn would have the first sight of the new him, or rather, _her_ and would be interning at the Connor's lab with the tests.

Perhaps it was time to have a new security system installed, one with cameras in the lab in front of where Peter would be stationed at.

* * *

The next morning, Peter grimaced as he got out of bed and made his way to the kitchen for breakfast, already seeing his aunts and uncle at the table.

"Morning sleepy head, we were just about to wake you up." Uncle Ben said softly.

Peter smiled weakly. "Sorry." He apologized and sat down at the table, waffles and bacon for their meal. He picked up his fork and put three waffles onto his plate and several pieces of bacon.

"My, someone's certainly hungry." Aunt May said trying to lighten the mood.

Peter blushed sheepishly. "Yeah, I…just been feeling hungry lately."

"Please pass the syrup…Zoe." Aunt April said and took a shuddering breath.

Peter froze in his seat as he registered his aunt was talking to _him_ and his mouth went dry. He sat stock still for several moments before he nodded slowly and handed her the bottle. _Move forward; move forward,_ he thought to himself. "There you go, Aunt April."

Aunt April smiled at him, just a touch sadly. "Thank you, Zoe."

Peter nodded back at her and went back to eating his meal. When he finished, he got up and placed his plate in the sink. "If you'll excuse me, I'll be getting dressed." He said and walked down the hall his temporary room to gather up some clean clothes, and then into the bathroom. He locked the door behind him and felt his breath hitch.

He knew they agreed to wait until today to start calling him by his new name, but hearing it all the same just made him feel awful; like he was stealing someone else's identity, someone else's name.

Peter walked over to the sink and threw some of the water into his face to clear his head. Still, he had to keep going forward; it wasn't good to go backwards. Peter tightened his shoulders and slowly looked up into the mirror, taking in the new face, the new voice that he was going to speak with, and the hardened look of resolve in his eyes.

He still looked the same, yet so very different. This…this didn't have to be _bad_ though.


End file.
